CHARITY & NFP LAW UPDATE

APRIL 2020

EDITOR: TERRANCE S. CARTER ASSISTANT EDITORS: NANCY E. CLARIDGE,

RYAN M. PRENDERGAST AND ADRIEL N. CLAYTON

Updating Charities and Not-For-Profits on recent legal developments and risk management considerations

APRIL 2020

SECTIONS HIGHLIGHTS

Recent Publications and News

Releases 2

In the Press 13

Recent Events and

Presentations 13

Upcoming Events and

Presentations 14

Contributors 16

Direction and Control: Current Regime and Alternatives

COVID-19 UPDATE Ontario PGT Allows Access to Restricted Charitable Purpose

Funds COVID-19 Federal Government Support for Charities and NFPs

COVID-19 CRA News COVID-19 Provincial Emergency Relief for AGM and Annual

Return Filing Deadlines Practical Strategies for Dealing with Termination of Contracts in

a Pandemic Federal Privacy Commissioner Releases Privacy Framework for

COVID-19 Canada Emergency Wage Subsidy (“CEWS”): An Overview for

Charities and NFPs

OTHER CHARITY AND NFP MATTERS Corporate Update

Ontario Court Decision Provides Reminder to Carefully Follow

By-laws

Membership in Religious Society Reinstated by Court for Unfair

Expulsion

Carters is Pleased to Welcome Heidi LeBlanc as a New Associate Friend of CAGP Award

2020 Carters Charity & NFP Webinar Series

Hosted by Carters Professional Corporation on Wednesdays starting April 15, 2020

Click here for online registration for one or more sessions.

27th Annual Church & Charity Law Seminar™ SAVE THE DATE – Thursday, November 5, 2020

Hosted by Carters Professional Corporation in Greater Toronto, Ontario. Details will be posted soon at www.carters.ca

Get on Our Mailing List: To automatically receive the free monthly Charity Law Update,

Click here or send an email to info@carters.ca with “Subscribe” in the subject line.

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RECENT PUBLICATIONS AND NEWS RELEASES

Direction and Control: Current Regime and Alternatives

By Terrance S. Carter and Theresa L.M. Man

For many years, the charitable sector has pointed out that the Canadian regulatory regime has made it

extremely difficult for registered charities to engage in international charitable work or work in Canada

with non-qualified donees. To do so, charities are required to structure the activities in a cumbersome,

contorted manner in order to fit within the Canada Revenue Agency’s (“CRA”) interpretation of the “own

activities” test in the Income Tax Act (“ITA”) and the CRA’s policy requiring charities to exercise

direction and control over those activities. The Canadian regulatory regime in this regard is unique when

compared to other jurisdictions globally in that it is the most onerous and at times impractical to comply

with. This difficulty is compounded with uncertainty concerning what charities are required to do in order

to comply with these requirements. Although the CRA’s policies differ in some manner in relation to what

charities are required to do in order to comply with the requirements and what they are recommended to

do, not implementing the recommended mechanisms often lead to problematic outcomes on CRA audits.

This paper was written for and published by The Pemsel Case Foundation, and reviews the current

direction and control regime, and explores potential new approaches to regulatory oversight in this area

by proposing changes to the legislation and the CRA’s polices. For the balance of this paper, please see

Direction and Control: Current Regime and Alternatives.

COVID-19 UPDATE

Ontario PGT Allows Access to Restricted Charitable Purpose Funds

By Ryan M. Prendergast

Many charities in Ontario are experiencing economic hardships as a result of the COVID-19 pandemic.

In light of the difficulties faced by charities, the Office of the Public Guardian and Trustee for Ontario

(“PGT”) released a temporary guidance, entitled Accessing Restricted Purpose Trust Funds Prior to

Obtaining a Court Order During the COVID19 Pandemic (the “Temporary Guidance”), on March 30,

2020, to provide certain relief to charities in danger of closing. Under the Temporary Guidance, the PGT

will permit such charities to access the income and capital of their restricted purpose trust funds and to

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use these funds where necessary to continue their day-to-day operations without the need to first obtain a

court order. Subsequently, the PGT provided additional clarity to its Temporary Guidance by releasing a

question and answer document entitled Q&A’s re: PGT Temporary Guidance on Accessing Restricted

Purpose Funds (the “Q&As”) on April 20, 2020. This Bulletin provides a brief summary of the PGT’s

Temporary Guidance and Q&As. These measures are only applicable to charities in Ontario.

For the balance of this Bulletin, please see Charity & NFP Law Bulletin No. 470.

COVID-19 Federal Government Support for Charities and NFPs

By Terrance S. Carter and Luis R. Chacin

Since the COVID-19 outbreak was declared a pandemic by the World Health Organization, the federal

and provincial governments have continued to introduce different measures to assist businesses and

organizations, including charities and not-for-profits (“NFPs”), that are impacted by the economic fallout

of the COVID-19 pandemic. This Charity & NFP Law Bulletin provides what is intended to be a helpful

overview of the key federal government measures that have become or are expected to soon become

available for charities and NFPs.

For the balance of this Bulletin, please see Charity & NFP Law Bulletin No. 471.

COVID-19 CRA News

By Esther S.J. Oh

Charities Directorate Call Centre Open for Business

In a “What’s New” update released on April 20, 2020, the CRA’s Charities Directorate announced that its

call centre has resumed its operations. The Charities Directorate had previously suspended all operations

in March as a result of the COVID-19 pandemic as reported in Charity & NFP Law Bulletin No. 469.

Charities can now contact the call centre at 1-800-267-2384 regarding questions relating to charities from

Monday to Friday (except statutory holidays) between 9 am and 5 pm, local time.

The Charities Directorate will gradually resume other services, including online registrations. However,

audit activities will continue to be suspended until further notice. As a reminder, the Charities Directorate

has extended the filing deadline to December 31, 2020, for all charities with a Form T3010, Registered

Charity Information Return due between March 18, 2020 and December 31, 2020. This is being done in

recognition that charities may be focused on deploying their resources to address the effects of the

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COVID-19 situation. In the meantime, the Charities Directorate is continuing to encourage charities to

register for the CRA’s online services through My Business Account to gain online access digital services

including the ability to complete and file Form T3010 online.

CRA Publishes Resources for CEWS

After the federal government’s announcement of the Canada Emergency Wage Subsidy (“CEWS”), the

CRA published three resources on April 23, 2020 that may be helpful for charities and NFPs, including

two infographics and a wage subsidy calculator.

The infographic, Are You Eligible for the Canada Emergency Wage Subsidy?, provides a brief summary

of which employees and employers, including charities and NFPs, may be eligible for the CEWS, together

with related information. For those who are eligible for the CEWS, the infographic, How is the Canada

Emergency Wage Subsidy (CEWS) Calculated, provides information on how to calculate eligible wage

subsidy under the CEWS. The CEWS calculator allows employers to input numbers to calculate an

estimate of their eligible wage subsidy under the CEWS, based on how many and what types of eligible

employees they have, as well as the amount and type of pay received both before and during the COVID-

19 pandemic.

For additional information on the CEWS, see COVID-19 Resource for Charities & NFPs, Canada

Emergency Wage Subsidy (“CEWS”): An Overview for Charities & NFPs.

COVID-19 Provincial Emergency Relief for AGM and Annual Return Filing Deadlines

By Theresa L.M. Man

Provincial governments across Canada have called states of emergencies and implemented social

distancing measures as a result of the COVID-19 pandemic. This has caused some difficulty for

corporations, including charities and NFPs, particularly with regard to general corporate maintenance

matters, including filing annual returns and holding annual general meetings (“AGMs”). To help cope

with the effects of COVID-19, various governments have implemented emergency relief measures to

assist and provide some flexibility with annual return and AGM deadlines.

For federal corporations under the Canada Not-for-Profit Corporations Act (“CNCA”), the deadline to

file annual returns for corporations whose anniversary date is between February 1 and June 30, 2020 has

been extended to September 30, 2020, while the filing period for all federal act corporations has been

extended to April 1 to September 30, 2020. However, CNCA corporations that are not able to call an

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AGM within the required timeframe under the CNCA may apply to Corporations Canada to extend the

time for calling an AGM if requirements under their polices are met.

In Ontario, Emergency Order (Ontario Regulation 107/20) was adopted by the Ontario Government on

March 30, 2020 to provide relief during the COVID-19 pandemic to corporations under the Corporations

Act. The Ontario Regulation 107/20 was amended on April 24, 2020. In this regard, corporations under

the Ontario Corporations Act may hold board and members’ meetings during the COVID-19 pandemic

electronically despite any provision in the letters patent, supplementary letters patent or by-laws that

provides otherwise. As well, they may delay holding their 2020 AGMs during the COVID-19 emergency.

If the AGM was originally required to be held during the state of emergency in Ontario, the AGM can be

delayed until no later than the 90th day after the day the state of emergency is terminated. If the AGM was

originally required to be held within 30 days after the state of emergency is terminated, the AGM can be

delayed to be held no later than the 120th day after the day the emergency is terminated. Annual returns

required to be filed by these corporations can be delayed until the time when they file their tax/information

returns with CRA.

In Alberta, the deadline to hold AGMs and file annual returns have been suspended. In British Columbia,

societies may hold virtual or hybrid board and members’ meetings, even where their by-laws and

incorporating legislation do not otherwise permit. Societies will have until December 31 to hold their

AGMs, although section 71 of the Societies Act provides certain flexibility to delay an AGM beyond that

date (including filing the Annual Report as “No Meeting Held” on January 1st and filing online for

extensions, which can be granted up to March 31 of the following year). Corporations in Nova Scotia may

also hold virtual or hybrid members’ meetings even where their by-laws and incorporating legislation do

not otherwise permit. Alternatively, any required in-person members’ meetings can be deferred up to 90

days after the end of the state of emergency. In Saskatchewan, the failure by a non-profit to file returns or

pay fees would not result in it being stricken from the government registry as a result of the COVID-19

emergency.

Practical Strategies for Dealing with Termination of Contracts in a Pandemic

By Sean S. Carter and Heidi LeBlanc

The ongoing COVID-19 pandemic in Canada has caused an unprecedented situation with a unique set of

challenges for organizations, including charities and not-for-profits (“NFPs”). Due to the governmental

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restrictions and the continually evolving advisories and guidelines, organizations have been forced to face

difficult decisions regarding operations, not just in the immediate future, but also to make decisions

regarding future operations that are weeks and months down the road. As a result, many charities and

NFPs are having to consider cancellation or postponement of events and programs through either

cancelling those events outright or rescheduling a wide variety of contractual obligations in the face of the

COVID-19 pandemic. The results are far-reaching, including the loss of donations and/or program-related

income, which could mean potentially significant monetary losses. As such, it is critical to consider what

practical strategies may be available to help minimize or possibly eliminate contractual losses or damages.

This Bulletin outlines some practical strategies for charities and NFPs to consider in this regard.

For the balance of this Bulletin, please see Charity & NFP Law Bulletin No. 472.

Federal Privacy Commissioner Releases Privacy Framework for COVID-19

By Esther Shainblum

In response to the COVID-19 pandemic, the Office of the Privacy Commissioner of Canada (“OPC”)

released Privacy and the COVID-19 Outbreak (the “Guidance”) on March 20, 2020, followed by A

Framework for the Government of Canada to Assess Privacy-Impactful Initiatives in Response to COVID-

19 (the “Framework”) on April 17, 2020. Both the Guidance and Framework indicate that despite the

pandemic, normal privacy laws will apply to organizations, including charities and not-for-profits

(“NFPs”) unless emergency legislation provides otherwise.

The Guidance, which was discussed in more detail in Charity & NFP Law Bulletin No. 468, provides a

brief overview of the Personal Information Protection and Electronic Documents Act (“PIPEDA”), which

applies to private-sector organizations that collect, use or disclose personal information in the course of

commercial activities, as well as the Privacy Act, which applies to federal government departments and

agencies, especially in terms of their application in the context of emergency situations. As discussed in

previous publications, charities and NFPs that operate in provinces that do not have substantially similar

provincial privacy legislation may be subject to PIPEDA to the extent that they are engaged in commercial

activity.

One of the key takeaways from the Guidance is the message that during a public health crisis, privacy

laws still apply but they are not a barrier to appropriate information sharing. Building on this message, the

Framework frames the discussion in the context of the urgency of the pandemic crisis and the fact that

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public health authorities are searching for ways to leverage personal information and “Big Data” to battle

the virus. The Framework expresses the OPC’s concerns that more extraordinary and less voluntary

measures may be taken that would have significant implications for privacy and civil liberties.

Repeating the message that privacy laws and protections are not a barrier to appropriate collection, use

and sharing of information, the Framework provides a set of principles that organizations and government

should take into account when planning privacy-impacting measures to combat COVID-19. These

principles include: (1) organizations must identify and continue to operate within lawful authority, i.e. in

accordance with PIPEDA or substantially similar provincial laws, as applicable, for private sector

organizations; (2) organizations must ensure that contemplated measures are necessary and proportionate

(e.g. the public health purpose that the measure would achieve is science-based and specifically and

precisely defined, the measure is rationally connected to that purpose, and, using an evidence-based

approach, is necessary rather than simply potentially useful); (3) personal information collected, used or

disclosed to alleviate the public health effects of COVID-19 must not be used for other reasons; (4) de-

identified or aggregate data should be used as much as possible and organizations should be aware of the

risks of re-identification. Physical, administrative and technical safeguards appropriate to the sensitivity

of the information must be used to protect personal information collected; (5) organizations should

consider how vulnerable groups may be uniquely and disproportionately impacted, including greater

sensitivities for certain groups; (6) organizations should be transparent and continually provide clear and

detailed information about new and emerging measures and about the purposes for which personal

information is being collected; (7) organizations should weigh the benefits and risks of releasing public

datasets as, even with aggregate data, there can be disproportionate impacts on vulnerable populations,

such as with regard to geolocation data. The assessment of how granular data sets can be will depend on

the context; (8) any new crisis-specific laws and measures should provide specific measures for oversight

and accountability; and (9) privacy-impacting measures should be time-limited so that they end when they

cease to be required, and most personal information that was collected is destroyed once the crisis ends,

and measures should be limited as much as possible in terms of the types and range of personal information

collected, used and disclosed during the crisis.

Charities and NFPs that collect, use, or disclose personal information in the course of their commercial

activities pursuant to PIPEDA, and those that comply with PIPEDA as a matter of practice, should review

the Guidance and Framework. Both documents provide helpful guidelines for how to balance privacy

interests against the need to contain and defeat the COVID-19 virus.

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Canada Emergency Wage Subsidy (“CEWS”): An Overview for Charities and NFPs

By Terrance S. Carter and Barry W. Kwasniewski

Bill C-14, COVID-19 Emergency Response Act, No. 2, received Royal Assent on April 11, 2020,

amending the ITA and enacting the CEWS into law. The CEWS was announced by Prime Minister Justin

Trudeau on March 27, 2020, as part of Canada’s COVID-19 Economic Response Plan to prevent further

job losses and encourage employers, including charities and not-for-profits (“NFPs”), to retain employees

and to rehire employees laid off due to the COVID-19 crisis by providing employers with temporary

financial support and protecting the jobs of Canadians. This Bulletin provides an overview of those aspects

of the CEWS that will be of relevance to charities and NFPs, including the eligibility criteria, reference

periods for the calculation of revenues, and the application process.

For the balance of this Bulletin, which was published on April 17, 2020, please see COVID-19 Resource

for Charities & NFPs, Canada Emergency Wage Subsidy (“CEWS”): An Overview for Charities & NFPs.

OTHER CHARITY AND NFP MATTERS

Corporate Update

By Theresa L.M. Man

Additional Amendments to Ontario Co-Operative Corporations Act in Force

As previously reported in the January 2020 Charity & NFP Law Update, Ontario’s Budget Bill 138, Plan

to Build Ontario Together Act, 2019, received Royal Assent on December 10, 2019, with certain

amendments to the Co-Operative Corporations Act coming into force on assent. Since then, various

additional amendments introduced through Bill 138 have now also been brought into force through

proclamation.

As of April 1, 2020, sections 141, as well as paragraphs 164(1)(f) and 164(2)(f) of the Co-operative

Corporations Act, have been repealed. Section 141 previously required co-operatives to file with the

Minister both financial statements and copies of auditor’s reports that were required to be sent to co-

operatives’ members. Other amendments proclaimed into force on April 1, 2020 include technical

amendments related to changing the Minister, as defined under the Act, from the Minister of Finance to

the Minister of Government and Consumer Services.

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In addition to these proclaimed amendments, clauses 164(1)(f) and 164(2)(f) were also repealed on March

9, 2020, pursuant to the coming-into-force requirements of Bill 138. Those clauses required co-operatives

to give notice of their intention to dissolve, as authorized by clause 163(a), (b) or (c), by publishing such

intention in The Ontario Gazette and in the newspaper. Other amendments proclaimed into force.

Ontario Court Decision Provides Reminder to Carefully Follow By-laws

By Jacqueline M. Demczur

The Ontario Superior Court of Justice released its decision in Hellenic Congress of Quebec v Canadian

Hellenic Congress on April 14, 2020, in which it considered an application from le Congrès Hellénique

du Québec (“CHQ”) against the Canadian Hellenic Congress (“CHC”), a national not-for-profit umbrella

organization comprised of provincial bodies, including CHQ. In 2016, CHC had continued under the

Canada Not-for-Profit Corporations Act (“CNCA”) and passed a new constitution (the “2016

Constitution”) to supersede its previous constitution (the “1999 Constitution”). CHQ alleged that the 2016

Constitution was not passed in accordance with the 1999 Constitution and was therefore invalid, and

sought that the 1999 Constitution remain in effect; that an election of members held in 2016 be nullified;

and that CHC’s formation of a new “Quebec Regional Council” (“QRC”) was invalid.

In enacting the 2016 Constitution, CHC acknowledged that it had not strictly complied with the 1999

Constitution, but that it was not invalid, in part, because it had followed the “Rules of Procedure for the

Convention” passed by CHC in 1993 (the “1993 Rules of Procedure”); the National Council was

authorized to amend the Constitution; and the ratification of the 2016 Constitution addressed the

procedural defects. However, the court found that the 1993 Rules of Procedure did not alter the process

for amending the constitution, because the procedure for doing so was explicitly outlined in section 19 of

the 1999 Constitution. It found that the 1993 Rules of Procedure derogated from the terms of the 1999

Constitution and had not been passed in accordance with section 19 therein. Further, the 1993 Rules of

Procedure had not been incorporated into the 1999 Constitution, and those amendments would have had

to comply with section 19 of the Constitution. Similarly, the court found that a resolution passed in 2012

that delegated authority to the National Council to amend the Constitution had also derogated from section

19 of the 1999 Constitution, and was therefore also invalid.

Further, the court found that a “special meeting” held to approve the 2016 Constitution was not validly

held. The 1999 Constitution required amendments be passed by the National Assembly (CHC’s “supreme

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governing body”, comprised of provincial and local organizations represented by delegates), but instead,

the National Council (which functioned as CHC’s Board of Directors) had “passed” the 2016 Constitution.

Further, an annual convention of delegates, rather than a “special meeting”, was also required to be held

to approve the proposed amendments. As well, the court found that quorum for the “special meeting” in

question in accordance with the 1999 Constitution had not been met. Accordingly, the court found that

the 2016 Constitution was not properly approved at the “special meeting.” Further, it found that ratification

was also provided for under the 1999 Constitution, and that CHC could not rely on the ratification

procedures in the 2016 Constitution to ratify the 2016 Constitution.

With regard to QRC, because CHQ had failed to pay its membership fees since 2012, CHC had believed

that CHQ had ceased to be a member, and created QRC to take the CHQ’s place. However, the court had

found that under the 1999 Constitution, CHQ was not a member but rather a “provincial organization,”

and that membership privileges could not be suspended or revoked for failure to pay fees. Further, the

court found that, where no provincial organization exists in a particular province, the 1999 Constitution

permits CHC’s National Council to create a “regional board” to function as an interim provincial

organization until a provincial organization is established. However, as CHQ continued to exist as a

provincial organization, the court found that the National Council had no authority to create a QRC as a

regional board.

Finally, with regard to the election held at the 2016 Convention (the “2016 Election”), the court found

that the election had been called in accordance with the requirements under the 1999 Convention, and that

it had therefore been validly called and held.

In providing relief to CHQ, the court found that because the 2016 Constitution was drafted to comply with

the CNCA and was filed with Industry Canada as CHC’s by-laws, it would be “problematic” to declare

the 2016 Constitution invalid. Rather, it declared specific provisions of the 2016 Constitution impacting

CHQ’s rights to be suspended, or declared to have no force or effect until properly amended in accordance

with section 19 of the 1999 Constitution. As the court found no authority to dissolve QRC, it limited its

relief in this regard to a declaration that QRC was created improperly and without authority.

This case is a helpful reminder that charities and not-for-profits are required to carefully follow their by-

laws, particularly where derogating from them may affect the rights of third parties. Where any provisions

set out in the by-laws are not followed, then the resulting acts taken by a charity or NFP may be declared

invalid.

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Membership in Religious Society Reinstated by Court for Unfair Expulsion

By Esther S.J. Oh

On February 14, 2020, the Supreme Court of British Columbia released its decision in Bains v Khalsa

Diwan Society of Abbotsford, a case where certain directors and members of the executive committee

(“respondents”) of the Khalsa Diwan Society of Abbotsford (the “Society”), had expelled voting members

(the “petitioners”) from the Society and barred them from attending the Society’s premises. The Society

is a large religious society under the British Columbia Societies Act with over 8400 voting members.

Given the complexity of the background facts, this article summarizes only a few key points.

At an annual general meeting (“AGM”) on April 12, 2018, some of the petitioners asked questions from

the floor concerning the Society’s affairs. They alleged the respondents refused to answer these questions,

and instead cancelled the AGM. The respondents, on the other hand, alleged that they attempted to address

the petitioners’ concerns, but that the petitioners’ conduct became so disruptive that it was impossible to

continue the AGM.

After the AGM, the Society’s executive committee passed a special resolution to initiate procedures to

expel the petitioners pursuant to the Society’s bylaw. The Society’s bylaw required that the Society must

send each member written notice of the proposed expulsion (including reasons for the proposed expulsion)

and provide each member a reasonable opportunity to make representations regarding their proposed

expulsion. Written notices were sent to the petitioners advising them of the decision to expel them as a

result of their “disorderly” conduct and “derogatory and slanderous language against the Executive

Committee” during the AGM, and directing them to attend the Society’s premises to argue their case.

While the petitioners denied the allegations and requested further details concerning the allegations, the

Society’s president stated that the written notices and video of the AGM (provided to the petitioners) were

sufficient notice. No further specific details were provided to the petitioners. After the meetings with the

petitioners, the executive committee expelled 12 petitioners, leading them to bring the matter to court

seeking, in part, an order setting aside the expulsion.

The court considered whether the respondents acted in contravention of the Societies Act and the Society’s

bylaws by breaching the principles of natural justice when it failed to provide the petitioners with sufficient

details of the allegations against them, an opportunity to be heard, and an unbiased decision maker. The

court stated that “the level of procedural fairness owed is flexible” and stated that “membership in a

religious organization may be a significant aspect of a person’s wellbeing.” This attracted a level of

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procedural fairness above that of a purely social club, but not as high as an organization that affected a

person’s property rights or employment.

On the issue of notice, the court found that the respondents had provided insufficient notice, as the notice

provided to the petitioners contained no specific details of the alleged disruptive conduct, but instead

stated that the petitioners “purposely disrupted the … meeting by [their] conduct and did not allow the

said meeting to proceed.” The court found this statement was a conclusion, rather than an allegation to

which the petitioners could respond. The court also found there was a reasonable apprehension of bias,

because the respondents were the accusers, witnesses, and also the victims of the slanderous comments

and physical intimidation which were alleged to have been committed by the petitioners. The court

therefore found an omission, defect or error in the conduct of the Society’s internal affairs, contravening

s. 14 of the Society’s bylaws and s. 70 of the Societies Act. As such, the court therefore ordered that the

executive committee’s decision to expel the petitioners be set aside, and that the petitioners’ memberships

be reinstated.

This case is a reminder of the importance for charities and not-for-profits to generally adhere to principles

of procedural fairness when carrying out discipline or removal of a member, which would include

providing sufficient notice of allegations (including details of the claims made against them) and providing

each person under discipline with an opportunity to be heard before an unbiased decision maker. This case

indicates the courts’ recognition that the level of procedural fairness owed to a person may be higher

where “decisions of associations…may affect a person’s significant interests such employment or property

rights, where a very high level of procedural fairness may be required.” This case also reflects recognition

by the courts that membership in a religious organization “may be a significant aspect of a person’s

wellbeing.” As such, the court in this case was able to find that interests at stake are of sufficient

importance to attract a level of procedural fairness above that of a purely social club act, but not as high

as an organization that could affect property rights or employment.”

Carters is Pleased to Welcome Heidi LeBlanc as a New Associate

Carters is pleased to welcome Heidi LeBlanc to Carters. Heidi joins Carters’ Litigation Practice Group

having been called to both the Ontario and Nova Scotia Bars in 2016. She has a broad range of litigation

experience, with a focus on commercial and employment matters. Her practice areas at Carters include

general civil, commercial and not-for-profit related litigation, including matters pertaining to breach of

contract, shareholders’ disputes, directors’ and officers’ liability, debt recovery, and estate disputes.

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Friend of CAGP Award

Terrance S. Carter was one of the recipients of the 2020 Friend of CAGP Award, along with Elena

Hoffstein and Peggy Killeen, for their contribution and dedication to the mission of CAGP and to the

charitable sector. For more information, see here.

IN THE PRESS

Charity & NFP Law Update – March 2020 (Carters Professional Corporation) was featured on

Taxnet Pro™ and is available online to those who have OnePass subscription privileges.

Carters COVID-19 Resources for Charities and NFPs were mentioned in The Early Alert published

by Imagine Canada on March 30, 2020, and is available to those who subscribe.

Governance for Charities, Not-for-Profits: Members and Meetings, the second of a two-part series

written by Theresa L.M. Man was published and featured in The Lawyer’s Daily

(www.thelawyersdaily.ca), part of LexisNexis Canada Inc., on April 20, 2020.

NFP Board and Members’ Meetings Amidst COVID-19 Pandemic written by Theresa L.M. Man was

published and featured as an article for the OBA Charity and Not-for-Profit Law Section.

Carters COVID-19 Resources for Charities and NFPs were mentioned in the CSAE Trillium Forum

Newsletter in the April 9, 2020 edition.

RECENT EVENTS AND PRESENTATIONS

The Social Purpose Real Estate Law Conference was hosted by the University of Toronto Faculty of

Law on March 27, 2020. Nancy E. Claridge participated on a three-person online panel discussion on real

estate issues.

Event Cancellations, Virtual Meetings and Regulatory Updates for Canadian Charities and Not-

for-Profits was a webinar hosted by the OBA Charity & Not-for-Profit Law Program on April 8, 2020 at

which Theresa L.M. Man participated as a program speaker.

Special Carters COVID-19 Webinar: Legal Issues for Charities and NFPs was hosted by Carters on

April 9, 2020. The following topics were covered and are available as On Demand Replay:

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Due Diligence Considerations for Directors and Officers of Charities and NFPs in Response to

COVID-19 by Terrance S. Carter

Employer Issues and Considerations in Response to COVID-19 by Barry W. Kwasniewski

Corporate Issues for Charities and NFPs in Responding to COVID-19, including AGMs and Annual

Returns by Theresa L.M. Man

Contract Termination Strategies as a Result of COVID-19 by Sean S. Carter

Privacy and Data Security Issues in Response to COVID-19 by Esther Shainblum

Carters Spring 2020 Charity & NFP Webinar Series included the first two presentations on

Wednesdays starting April 15, 2020. Click here for online registration for one or more individual sessions.

Topics to be covered are as follows:

New Trademarks Act Now in Force: What it Means for Your Charity or NFP was presented by

Sepal Bonni on Wednesday, April 15, 2020, and is available for On Demand Replay.

You Can't Fire Me for That: I'm Off Duty! was presented by Barry W. Kwasniewski on

Wednesday, April 29, 2020, and is available for On Demand Replay.

UPCOMING EVENTS AND PRESENTATIONS

Carters Spring 2020 Charity & NFP Webinar Series will be hosted by Carters Professional

Corporation on Wednesdays starting April 15, 2020. Click here for online registration for one or more

individual sessions. Topics to be covered are as follows:

Governance 101 for Charities & NFPs: Back to the Basics by Theresa L.M. Man on Wednesday,

May 6th - 1:00 - 2:00 pm ET

Evolving Trends in Philanthropy: More Than Just Charitable Donations by Terrance S. Carter

on Wednesday, May 20th - 1:00 - 2:00 pm ET

Navigating Privacy Breaches for Charities and NFPs by Esther Shainblum on Wednesday, June

3rd - 1:00 - 2:00 pm ET

Managing Sexual Abuse Claims: The New Reality for Churches & Charities by Esther S.J. Oh

and Sean S. Carter on Wednesday, June 17th - 1:00 - 2:00 pm ET

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Registered Journalism Organization: New Entry for Qualified Donees by Ryan M. Prendergast

on Wednesday, June 24th- 1:00 - 2:00 pm ET

Privacy Law Summit hosted by the Ontario Bar Association has been postponed. More details will follow

when this event is rescheduled.

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CONTRIBUTORS

Editor: Terrance S. Carter

Assistant Editors: Nancy E. Claridge, Ryan M. Prendergast, and Adriel N. Clayton

Sepal Bonni, B.Sc., M.Sc., J.D., Trademark Agent - Called to the Ontario Bar in 2013, Ms. Bonni practices

in the areas of intellectual property, privacy and information technology law. Prior to joining Carters, Ms.

Bonni articled and practiced with a trademark firm in Ottawa. Ms. Bonni represents charities and not-for-profits in all aspects of domestic and foreign trademark prosecution before the Canadian Intellectual

Property Office, as well as trademark portfolio reviews, maintenance and consultations. Ms. Bonni assists

clients with privacy matters including the development of policies, counselling clients on cross-border data storage concerns, and providing guidance on compliance issues.

Terrance S. Carter, B.A., LL.B, TEP, Trademark Agent – Managing Partner of Carters, Mr. Carter

practices in the area of charity and not-for-profit law, and is counsel to Fasken on charitable matters. Mr.

Carter is a co-author of Corporate and Practice Manual for Charitable and Not-for-Profit Corporations (Thomson Reuters), a co-editor of Charities Legislation and Commentary (LexisNexis, 2020), and co-

author of Branding and Copyright for Charities and Non-Profit Organizations (2019 LexisNexis). He is

recognized as a leading expert by Lexpert, The Best Lawyers in Canada and Chambers and Partners. Mr. Carter is a member of CRA Advisory Committee on the Charitable Sector, and is a Past Chair of the

Canadian Bar Association and Ontario Bar Association Charities and Not-for-Profit Law Sections.

Sean S. Carter, B.A., LL.B. – Sean Carter is a partner with Carters and the head of the litigation practice

group at Carters. Sean has broad experience in civil litigation and joined Carters in 2012 after having

articled with and been an associate with Fasken (Toronto office) for three years. Sean has published

extensively, co-authoring several articles and papers on anti-terrorism law, including publications in The International Journal of Not-for-Profit Law, The Lawyers Weekly, Charity & NFP Law Bulletin and the

Anti-Terrorism and Charity Law Alert, as well as presentations to the Law Society of Ontario and Ontario

Bar Association CLE learning programs.

Luis R. Chacin, LL.B., M.B.A., LL.M. - Luis was called to the Ontario Bar in June 2018, after completing

his articles with Carters. Prior to joining the firm, Luis worked in the financial services industry in Toronto

and Montreal for over nine years, including experience in capital markets. He also worked as legal counsel

in Venezuela, advising on various areas of law, including government sponsored development programs, as well as litigation dealing with public service employees. His areas of practice include Business Law and

IT Law.

Nancy E. Claridge, B.A., M.A., LL.B. – Called to the Ontario Bar in 2006, Nancy Claridge is a partner with Carters practicing in the areas of charity, anti-terrorism, real estate, corporate and commercial law,

and wills and estates, in addition to being the firm’s research lawyer and assistant editor of Charity & NFP

Law Update. After obtaining a Master’s degree, she spent several years developing legal databases for LexisNexis Canada, before attending Osgoode Hall Law School where she was a Senior Editor of the

Osgoode Hall Law Journal, Editor-in-Chief of the Obiter Dicta newspaper, and was awarded the Dean’s

Gold Key Award and Student Honour Award.

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Adriel N. Clayton, B.A. (Hons), J.D. - Called to the Ontario Bar in 2014, Adriel Clayton rejoins the firm

to manage Carters’ knowledge management and research division, as well as to practice in commercial leasing and real estate. Before joining Carters, Adriel practiced real estate, corporate/commercial and

charity law in the GTA, where he focused on commercial leasing and refinancing transactions. Adriel

worked for the City of Toronto negotiating, drafting and interpreting commercial leases and enforcing

compliance. Adriel has provided in-depth research and writing for the Corporate and Practice Manual for Charitable and Not-for-Profit Corporations.

Jacqueline M. Demczur, B.A., LL.B. – A partner with the firm, Ms. Demczur practices in charity and

not-for-profit law, including incorporation, corporate restructuring, and legal risk management reviews.

Ms. Demczur has been recognized as a leading expert in charity and not-for-profit law by Lexpert and The Best Lawyers in Canada. She is a contributing author to Industry Canada’s Primer for Directors of Not-

For-Profit Corporations, and has written numerous articles on charity and not-for-profit issues for the

Lawyers Weekly, The Philanthropist and Charity & NFP Law Bulletin, among others. Ms. Demczur is also a regular speaker at the annual Church & Charity Law Seminar™.

Barry W. Kwasniewski, B.B.A., LL.B. – Mr. Kwasniewski is a partner with the firm and joined Carters'

Ottawa office in 2008 to practice in the areas of employment law, charity related litigation, and risk

management. After practicing for many years as a litigation lawyer in Ottawa, Barry's focus is now on providing advice to charities and not-for-profits with respect to their employment and legal risk

management issues. Barry has developed an expertise in insurance law, and been retained by charities, not-

for-profits and law firms to provide legal advice pertaining to insurance coverage matters.

Heidi N. LeBlanc, J.D. – Heidi is a litigation associate practicing out of Carters’ Toronto office. Called to

the Bar in 2016, Heidi has a broad range of civil and commercial litigation experience, including matters

pertaining to breach of contract, construction related disputes, defamation, real estate claims, shareholders’ disputes and directors’/officers’ liability matters, estate disputes, and debt recovery. Her experience also

includes litigating employment-related matters, including wrongful dismissal, sexual harassment, and

human rights claims. Heidi has represented clients before all levels of court in Ontario, and specialized

tribunals, including the Ontario Labour Relations Board and the Human Rights Tribunal of Ontario.

Jennifer M. Leddy, B.A., LL.B. – Ms. Leddy joined Carters’ Ottawa office in 2009, becoming a partner

in 2014, to practice charity and not-for-profit law following a career in both private practice and public

policy. Ms. Leddy practiced with the Toronto office of Lang Michener prior to joining the staff of the

Canadian Conference of Catholic Bishops (CCCB). In 2005, she returned to private practice until she went to the Charities Directorate of the Canada Revenue Agency in 2008 as part of a one year Interchange

program, to work on the proposed “Guidelines on the Meaning of Advancement of Religion as a Charitable

Purpose.”

Theresa L.M. Man, B.Sc., M.Mus., LL.B., LL.M. – A partner with Carters, Ms. Man practices in the area of charity and not-for-profit law and is recognized as a leading expert by Lexpert, Best Lawyers in Canada,

and Chambers and Partners. In addition to being a frequent speaker, Ms. Man is co-author of Corporate

and Practice Manual for Charitable and Not-for-Profit Corporations published by Thomson Reuters. She is chair of the CBA Charities and Not-for-Profit Law Section, a member of the Technical Issues Working

Group of Canada Revenue Agency’s (CRA) Charities Directorate, and a member and past chair of the

OBA Charities and Not-for-Profit Law Section. Ms. Man has also written on charity and taxation issues for various publications.

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Esther S.J. Oh, B.A., LL.B. – A partner with Carters, Ms. Oh practices in charity and not-for-profit law,

and is recognized as a leading expert in charity and not-for-profit law by Lexpert. Ms. Oh has written numerous articles on charity and not-for-profit legal issues, including incorporation and risk management

for www.charitylaw.ca and the Charity & NFP Law Bulletin. Ms. Oh is a regular speaker at the annual

Church & Charity Law Seminar™, and has been an invited speaker to the Canadian Bar Association,

Imagine Canada and various other organizations.

Ryan M. Prendergast, B.A., LL.B. - Mr. Prendergast joined Carters in 2010, becoming a partner in 2018,

with a practice focus of providing corporate and tax advice to charities and non-profit organizations. Ryan

has co-authored papers for the Law Society of Ontario, and has written articles for The Lawyers Weekly, Hilborn:ECS, Ontario Bar Association Charity & Not-for-Profit Law Section Newsletter, Charity & NFP

Law Bulletins and publications on www.charitylaw.ca. Ryan has been a regular presenter at the annual

Church & Charity Law Seminar™, Healthcare Philanthropy: Check-Up, Ontario Bar Association and Imagine Canada Sector Source.

Esther Shainblum, B.A., LL.B., LL.M., CRM – Ms. Shainblum practices at Carters Professional

Corporation in the areas of charity and not for profit law, privacy law and health law. From 2005 to 2017

Ms. Shainblum was General Counsel and Chief Privacy Officer for Victorian Order of Nurses for Canada, a national, not-for-profit, charitable home and community care organization. Before joining VON Canada,

Ms. Shainblum was the Senior Policy Advisor to the Ontario Minister of Health. Earlier in her career, Ms

Shainblum practiced health law and corporate/commercial law at McMillan Binch and spent a number of years working in policy development at Queen’s Park.

Urshita Grover, H.B.Sc., J.D. – Ms. Grover graduated from the University of Toronto, Faculty of Law in

2019 and is a Student-at-Law at Carters. While attending law school, Urshita worked at a technology law

firm, Limpert & Associates, assisting on client matters and conducting research in IT law, and also worked as a research intern for a diversity and inclusion firm, Bhasin Consulting Inc. She has volunteered with Pro

Bono Students Canada, and was an Executive Member of the U of T Law First Generation Network. Prior

to attending law school, Urshita obtained her Honours Bachelor of Science degree from the University of Toronto, with majors in Neuroscience and Psychology.

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ACKNOWLEDGEMENTS, ERRATA AND OTHER MISCELLANEOUS ITEMS

Links not Working: If the above links do not work from your mail program, simply copy the link text

and paste it into the address field of your internet browser.

Get on Our E-Mailing List: If you would like to be added to our electronic mailing list and receive

regular updates when new materials are added to our site, click here or send an email to info@carters.ca

with “Subscribe” in the subject line. Feel free to forward this email to anyone (internal or external to your

organization) who might be interested.

Privacy: We at Carters know how important your privacy is to you. Our relationship with you is founded

on trust and we are committed to maintaining that trust. Personal information is collected solely for the

purposes of establishing and maintaining client lists; representing our clients; and to establish and maintain

mailing lists for the distribution of publications as an information service. Your personal information will

never be sold to or shared with another party or organization. For more information, please refer to our

Privacy Policy.

Copyright: All materials from Carters are copyrighted and all rights are reserved. Please contact us for

permission to reproduce any of our materials. All rights reserved.

Disclaimer: This is a summary of current legal issues provided as an information service by Carters

Professional Corporation. It is current only as of the date of the summary and does not reflect subsequent

changes in the law. The summary is distributed with the understanding that it does not constitute legal

advice or establish the solicitor/client relationship by way of any information contained herein. The

contents are intended for general information purposes only and under no circumstances can be relied

upon for legal decision-making. Readers are advised to consult with a qualified lawyer and obtain a written

opinion concerning the specifics of their particular situation.

PAGE 20 OF 20

April 2020

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CARTERS PROFESSIONAL CORPORATION

SOCIÉTÉ PROFESSIONNELLE CARTERS

PARTNERS:

Terrance S. Carter B.A., LL.B. tcarter@carters.ca

(Counsel to Fasken)

Jane Burke-Robertson B.Soc.Sci., LL.B. (1960-2013)

Theresa L.M. Man B.Sc., M.Mus., LL.B., LL.M. tman@carters.ca

Jacqueline M. Demczur B.A., LL.B. jdemczur@carters.ca

Esther S.J. Oh B.A., LL.B. estheroh@carters.ca

Nancy E. Claridge B.A., M.A., LL.B. nclaridge@carters.ca

Jennifer M. Leddy B.A., LL.B. jleddy@carters.ca

Barry W. Kwasniewski B.B.A., LL.B. bwk@carters.ca

Sean S. Carter B.A., LL.B. scarter@carters.ca

Ryan M. Prendergast B.A., LL.B. rprendergast@carters.ca

ASSOCIATES:

Esther Shainblum B.A., LL.B., LL.M., CRM eshainblum@carters.ca

Sepal Bonni B.Sc., M.Sc., J.D. sbonni@carters.ca

Adriel N. Clayton B.A. (Hons), J.D. aclayton2@carters.ca

Luis R. Chacin LL.B., M.B.A., LL.M. lchacin@carters.ca

Heidi N. LeBlanc J.D. hleblanc@carters.ca

STUDENT-AT-LAW

Urshita Grover H.B.Sc., J.D. ugrover@carters.ca

Toronto Office

67 Yonge Street, Suite 1402

Toronto, Ontario, Canada

M5E 1J8

Tel: (416) 594-1616 Fax: (416) 594-1209

Orangeville Office

211 Broadway, P.O. Box 440 Orangeville, Ontario, Canada

L9W 1K4

Tel: (519) 942-0001 Fax: (519) 942-0300

Ottawa Office

117 Centrepointe Drive, Suite 350

Nepean, Ontario, Canada

K2G 5X3

Tel: (613) 235-4774

Fax: (613) 235-9838

DISCLAIMER: This is a summary of current legal issues provided as an information service by Carters Professional Corporation. It is current only as of the date of the summary and does not reflect subsequent changes in the law. The summary is distributed with the understanding that it does not constitute legal advice or establish a solicitor/client relationship by way of any information contained herein. The contents are intended for general information purposes only and under no circumstances can be relied upon for legal decision-making. Readers are advised to consult with a qualified lawyer and obtain

a written opinion concerning the specifics of their particular situation. 2020 Carters Professional Corporation

Toronto · Ottawa · Orangeville

Toll Free: 1-877-942-0001

Carters Professional Corporation / Société professionnelle Carters

Barristers · Solicitors · Trademark Agents / Avocats et agents de marques de commerce

www.carters.ca www.charitylaw.ca www.antiterrorismlaw.ca